Standing Up For a Friend
by Chozin Yi
Summary: When the other kids at school start talking smack about Zoe, Max stands up for her. Thankful for this show of friendship, Zoe confesses to him, and they head to her house to seal the deal. (Lemon Warning) (Straight Shotacon Warning) (Oppai Loli Warning)


Standing Up For a Friend.

A Dinosaur King one-shot.

A Max x Zoe Lemon.

Hey Everybody! Chozin is here, trying his hand at a new series! Man, it has been YEARS since I last watched Dinosaur King, but after watching it again, it really put me in the mood for this story! Anyway, this story was suggested to me by my friend, amk8930, so amk, thank you so much for the suggestion!

Now for the usual disclaimers!

1\. I do not own Dinosaur King, nor the characters featured.

2\. This story is a Lemon, meaning it contains naughty and sexual content.

3\. This story also contains Straight Shota, and Oppai Loli.

Now let's get colossal!

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Today seemed so average, that no one could have foreseen that two best friends would have a big, life changing experience. Max Taylor, a young boy of 12, whose been on more adventures then any other kid in his class, is one of those two. The other friend, was a girl whose been with on many of those adventures alongside him and their other friend Rex, her name was Zoe Drake, age 12 as well.

Max arrived at school that day, dressed in his usual outfit, being a red jacket with a yellow hood and a fannypack strapped to the chest, orange pants, red and white shoes, red gloves, and finally, a red visor cap with two horns resembling a Triceratops on his spiky, Brown hair.

Zoe arrived as well, also dressed in her usual outfit, consisting of a tight, black top stopping just above of her midriff and exposing her flat tummy and her cute little bellybutton, covered with a yellow, sleeveless jacket, yellow shorts held up by a big brown belt, black stockings going up to her mid thighs, green shoes, and pink sunglasses resting on her head, in her pink colored hair, which was tied in two wild pigtails.

Although, despite being only 12, Zoe is a rather, "gifted" girl among her peers, having full C-Cup breasts, which looked huge on her petite body, and making her black top look smaller than on any normal girl her age. This usually makes the other kids turn their heads when walking past her in school, either the boys checking her out, or the girls glaring at her out of jealousy or spite.

It was during a free period in school that our story begins, with the kids in class idly chatting with each other, or doing their own thing. Max was trying to draw a picture of a Triceratops when Zoe had to go get something from her locker. It was when she walked out of the room, that the drama started.

"Who does she think she is, parading herself around in those clothes, does she think she's better than us just because she has bigger boobs than the rest of us girls? She is such an attention hog!" Some girl snarked, her friends giggling in a condescending tone.

Max's ears perked up at this, and he looked up and glared the bitch who dared to talk shit about his best friend.

"I swear, if she likes showing herself off like that, she might as well show up tomorrow naked!" The Bitch continued, cackling along with her friends.

Zoe was about to come back into the classroom when she heard a loud bang, which was Max angrily slamming his hand on his desk.

"Hey, Zoe is not that kind if girl!" He yelled.

The Bitch and her friends gazed at Max, surprised by his sudden outburst, Zoe meanwhile, waited outside the door, listening intently.

"Zoe can dress however she pleases, so what if she likes to show off her body!? That just means she's proud of herself! Who are you to say she shouldn't!? I bet you're just jealous of her! You know, if actually talked and got to know her, you'd find that she's a very nice person, but considering who you all hang out with, you wouldn't even know what a nice person even is!" Max ranted, shutting up the Bitch and her friends, and making them sulk in their seats, feeling stupid.

Zoe meanwhile, heard the whole thing, and blushed happily at the fact that Max stood up for her.

*At The End of The School Day*

Max and Zoe were both walking home together when Zoe suddenly stopped.

"Max, can I tell you something?" She asked.

"Well, yeah, what is it?" Max said, raising an eyebrow.

"I uh, heard what you said, to those girls in class today..." she explained.

"Oh, you heard that?" Max said, blushing and scratching the back of his head.

"Yeah, I just want to say, thanks a lot for standing up for me, I hear those girls talking smack about me whenever they think I can't hear them, but I do. I usually just ignore it, but sometimes I really wanted to just yell back and smack them of the head, but when I heard defending me today, it, well, kind of made me fuzzy inside..." Zoe explained, her face covered with a pinkish blush and her lips forming a small smile.

Max smiled back, but a question suddenly came to mind, something he never thought about until now.

"Hey Zoe, why do you dress like that?" He asked her.

"I just like dressing like this, I mean, my chest grew faster than the other girls in our class, so yeah, I like to show myself off, but I don't mean it in a bad way, I don't think of myself like I'm better than the other girls, I'm just proud of myself, this is who I am." The pinkette monologued, putting her hands under her sizable mounds, for emphasis.

As she explained herself, Max felt something different inside himself, as he gazed at every inch of Zoe's body, from her skimpy shorts, to her adult like boobs, hidden by her tight shirt, and he realized something he never thought about his friend before.

"Zoe," he said taking her hand. "If this is who you are, then I think I love you."

Zoe blushed heavily and her mouth dropped at Max's confession, before something inside her made her realize that she felt the same way.

"I think I love you too Max..." she confessed.

The two of them smiled, and hugged each other closely, Zoe's sizable breasts pressing close to Max's chest, making the brown haired boy feel something in his loins, pressing against Zoe's leg.

"Max, is that...?" Zoe gasped, breaking the hug and looking quizzically at his face.

"Sorry, I couldn't help it..." Max mumbled out of embarrassment.

The two youngsters stared at the ground for a little bit, before Zoe spoke again.

"Max, remember when we found your dad's, um, "collection" that one time?" She asked him.

Max nodded, wondering where this was going.

"I think we know what we both want." Zoe said, with a hint of lust in her voice.

Max gulped before nodding again.

"Let's go to my house." Zoe said, taking Max's hand and leading him to her house.

*At Zoe's House*

When the two preteens arrived at Zoe's house, which was thankfully empty, they both rushed upstairs to her bedroom, before she locked the door and they both tossed their shoes and backpacks aside.

"So, wow, we're actually doing this?" Max asked as they knelt in front of each other on Zoe's bed.

"Do you not want to Max? I understand if you don't, I mean, we're still pretty young and all..." Zoe wondered, after placing her glasses on the dresser next to Max's visor.

"No no! I want to! I'm, just a little nervous..." Max said, scratching the back if his head, his face covered in a deep red blush.

"I am too, but I really wanna do this with you Max..." Zoe said as she leaned in and gave him a small kiss on his lips.

Max leaned in kissed her back, this time making it much longer, both of them moaning into each other's mouths. As Zoe licked his lips asking for entry, Max opened and let her tongue explore his mouth as he removed her jacket as she removed his own.

After exploring each other's mouths for a few minutes, Max and Zoe broke apart, Zoe reaching out and taking hold of Max's shirt and pulling it off him, exposing his toned, boyish torso. Max, deciding to get brave, reached forward to do the same with Zoe's, the pinkette obliging and raising her arms to let Max take it off her, making her breasts bounce free once it was off.

"Zoe, you don't wear a bra?" Max asked her, amazed by the sight of her titties.

"Nope, I let these babies bounce free everyday." Zoe said, giggling at Max's reaction.

Leaning back, she watched Max take his socks off along with his pants, leaving himself in only his briefs, his member making a tent in the front.

"Wanna help me take mine off too?" Zoe asked him, gesturing to her socks and shorts.

Max crawled up to her and slowly removed each of her socks, exposing each her creamy smooth legs and her cute feet, before unzipping her shorts and pulling them down, only to be caught off guard by the sight of her nakedness underneath, making him stop and lean back in awe.

"Yep, I go commando every day too." Zoe giggled as she lowered her shorts and then kicked them onto the floor.

Max couldn't help but stare, it was first time he saw the true difference between a boy and a girl, Zoe's pussy.

"Well Max? Can I see yours too?" She asked.

Max shook out of his stupor and he lowered his underwear, letting his hairless, rock hard penis bounce up against his belly as he threw his undergarments on the floor to join Zoe's shorts.

"I really like your dick." Zoe giggled.

"Thanks." Max said, it was a very weird compliment, but he liked it.

Zoe laid back and spread her legs and reached out her arms invitingly.

"C'mon into my wet opening Max! I want it!" She begged, longing to have sex with her best friend.

Max climbed in between her legs and positioned himself at her opening.

"Are you ready Zoe?" He asked.

"Hurry up~!" She begged.

Taking hold of his length, Max pushed in, sheathing himself inside of her and popping Zoe's cherry, making the pink haired girl cry out from both pain and pleasure.

"Are you okay Zoe?" Max asked her, hoping he hasn't seriously hurt her.

"Keep! Going!" She gasped, feeling him filling her up and wanting him to fuck her good.

Max obliged and he started thrusting in and out of her hot, moist, hole, his hips rocking against hers, and her breasts jiggling with every thrust. Max reached up and started to fondle her mounds, loving how soft they were.

"Zoe, you are so well developed!" He told her.

"Thanks Max! So are you!" She moaned.

Max blushed and chuckled to himself, he never really thought of himself as big, he was only 4 1/2 inches long, but he took the complement for what it is and continued to plow her.

"Oh Max! Max! Yes baby, yes! Harder! Do me harder!" Zoe moaned happily, wrapping her legs around Max's waist, begging him for more.

"Zoe, you are so warm and tight! I don't wanna stop!" Max moaned too, leaning in to kiss her.

The two kissed as they made love for the next few minutes, until Max felt a surging in his loins, as Zoe felt something similar in her lower body.

"Zoe! I think it's gonna happen! I think I'm cumming!" Max moaned after he broke the kiss.

"Me too! Me too! Harder Max! Harder!" Zoe cried out.

With only a few more thrusts, Max and Zoe hit their peaks and both cried out in their mutual orgasm, Max shooting spurt after spurt of semen into her as Zoe's insides milked him dry.

Pulling out his slack and shriveled penis from Zoe's pussy, Max leaned up and kissed her again.

"That was amazing Zoe." He told her.

"Thanks, I loved it too. I wanna keep going!" She said excitedly.

Max pecked her on the lips again and he crawled up until he was straddling her waist, and he started to rub himself on her tummy.

"What are you doing?" She asked giggling.

"Sorry, it's just, you feel very soft. It feels very good." Max admitted as he rubbed his dick on her belly, the smoothness making it stretch out back to it's full size.

"Lie down, let's taste each other!" Said Zoe.

Max complied and laid down on his back as Zoe climbed on top of him, taking his boyhood into her mouth and sucking it greedily.

"Ahhhh Zoe!" He moaned, now taking her butt in his hands and lowering her down so he could eat her out nice and good.

The two young lovers explored each other orally for the next few minutes, Zoe sucking his cock like a lollipop and Max sucking and nibbling on her clit while also shoving a finger in and out of her snatch.

"Okay! Let's do it again!" Zoe said, taking his dick out of her mouth and turning around so she's straddling his waist.

Lowering herself down, she takes him back inside her and she begins to ride him, her breasts jiggling with every bounce as they both rocked their hips together. Max reached up and fondled her mounds, pinching the nipples and making the pinkette moan happily.

"Oh! Oh! Oh Max! I love your dick! It fills me up so good! Yes! Yes! Yes!" Zoe chanted.

"Oh Zoe! It's going so deep inside you! It feels great!" Max moaned as he reached down to cup her butt.

Zoe began to bounce faster and faster, feeling her orgasm approaching, Max feeling his own coming as well.

"Oh Max! I can feel it! I'm gonna cum again!" Zoe moaned, cupping her own breasts as she rode him harder.

"Me too Zoe! I can't hold it! I'm gonna fill you up!" Max said, trying desperately to hold his cum in, not wanting it to end already.

"I'M CUMMING!!!" They both cried out, Zoe's body convulsing in orgasm as Max let loose inside her again, his spunk filling her up and giving her a nice creampie.

As they came down from their high, Max and Zoe kissed again, his cock growing hard again inside her as they made out.

"Get on your hands and knees." He told her.

Zoe got off of him and stood on all fours as Max stood on his knees behind her, poking his dick at her puckered hole.

"I don't know Max, will it fit?" She asked him, unsure if this will work.

"I'm sure it will Zoe, do you want it?" Max asked her as he rubbed his dick along her butt crack.

"Yes!"

With that, Max thrusted in, sheathing himself inside her ass, his eyes shut from the strong tightness around his member, Zoe's eyes wide open and bugged out from having her backdoor penetrated.

"Oh my god Zoe! It's soooo tight!" Max cried out.

"I feel so full! Do it Max! Have sex with my butt!" Zoe begged.

Without missing a beat, Max started humping like there's no tomorrow, a loud clapping sound filling the room each time his waist collided with her butt cheeks. Zoe moaned loudly as Max anal probed her, her breasts swinging back and forth.

Max fucked her good, the tightness was much stronger than her pussy, making his need to cum again coming sooner than before.

"Zoe! I'm cumming already!" He cried out.

"Do it Max! Cum in my butt! Fill me up!" Zoe cried as well.

Max screamed as his orgasm struck, then his voice letting out a relieved moan as if he was holding a piss all day and finally let it all out, when really he was just jizzing inside her anus.

He pulled out and lied down beside her as they both tried to catch their breath.

"That was amazing Max. I never knew sex could feel so good." Zoe told him.

"Same here. Let's do it again after school tomorrow, okay?" Max asked her, cupping her cheek in his hand.

"Yes, let's."

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And that's the end of that everyone! Hope you all liked it!

Chozin out!


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